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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 1, 2025
Flowco Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-42477 | 99-4382473 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1300 Post Oak Blvd., Suite 450 Houston, Texas |
77056 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(713) 997-4877
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Class A Common Stock, $0.0001 par value per share | FLOC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On August 4, 2025, Flowco Holdings Inc. (the “Company”) announced that it has completed the acquisition of High-Pressure Gas Lift and Vapor Recovery Unit systems from Archrock, Inc. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this report under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01. Other Events.
On August 1, 2025, the Company completed the acquisition of 155 High-Pressure Gas Lift and Vapor Recovery Unit systems from Archrock, Inc. for approximately $71 million in cash.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description |
|
| 99.1 | Flowco Holdings Inc. Press Release dated August 4, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLOWCO HOLDINGS INC. | ||
| By: | /s/ Jonathan W. Byers |
|
| Name: | Jonathan W. Byers | |
| Title: | Chief Financial Officer | |
Date: August 4, 2025
Exhibit 99.1
Flowco Enhances High-Pressure Gas Lift and Vapor Recovery Fleet through Asset Acquisition
HOUSTON—(BUSINESS WIRE)— Flowco Holdings Inc. (NYSE: FLOC) (“Flowco” or the “Company”), a provider of production optimization, artificial lift and methane abatement solutions for the oil and natural gas industry, today announced that it has completed the acquisition of High-Pressure Gas Lift (“HPGL”) and Vapor Recovery Unit (“VRU”) systems from Archrock, Inc. (“Archrock”). The strategic transaction accelerates Flowco’s growth in HPGL and Vapor Recovery and emphasizes its leadership in these technologies.
Transaction Highlights:
| • | Acquisition of 155 HPGL and VRU systems for approximately $71 million in cash |
| • | Addition of electric motor drive systems expands Flowco’s fleet, enhancing its ability to serve operators focused on electrification and emissions reduction |
| • | Purchase of high-margin, contracted assets at attractive valuation is accretive to key financial metrics, including free cash flow per share and earnings per share |
| • | Enhances Flowco’s Permian Basin presence while strengthening relationships with new and existing customers |
“We are pleased to announce our first M&A transaction, delivering on our strategy to grow inorganically,” said Joe Bob Edwards, President and CEO of Flowco. “This transaction underscores our disciplined approach to M&A—focusing on opportunities in production optimization at attractive valuations. These high-quality electric systems will integrate seamlessly into our fleet, delivering the uptime and efficiency our customers expect from us.”
About Flowco
Flowco is a leading provider of production optimization, artificial lift and methane abatement solutions for the oil and natural gas industry. The company’s products and services include a full range of equipment and technology solutions that enable oil and natural gas producers to efficiently and cost-effectively maximize the profitability and economic lifespan of their assets.
Forward Looking Statements
The information in this press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release may be forward-looking statements. These statements generally relate to future events or our future financial or operating performance, and include, but are not limited to: statements regarding guidance or estimates related to the Company’s results of operations or financial condition; industry trends, customer demand and industry outlook, and effects on Flowco’s operations; Flowco’s strategies and plans, including matters relating to the Company growth, capital expenditures, dividend policies, and leverage profile.
When used in this press release, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Flowco believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These risks and uncertainties are described further in our annual report on Form 10-K for the year ended December 31, 2024 and our quarterly report for the period ended March 31, 2025 filed with the Securities and Exchange Commission. Flowco undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Investor Contact:
Andrew Leonpacher
investor.relations@flowco-inc.com
Source: Flowco Holdings Inc.